Exhibit
4.23



SHARE AND DEBT SALE DEED

DATED: JUNE 1,
2004

BETWEEN:

RANDGOLD RESOURCES LIMITED

AND

RESOLUTE MINING LIMITED

[TROIKA
LEGAL Letterhead]








SHARE AND DEBT SALE DEED


THIS DOCUMENT is made on June 1, 2004

BETWEEN:


RANDGOLD RESOURCES LIMITED
(Registration Number 62686) of La Motte Chambers, La Motte Street,
St Helier, Jersey JE1 1BJ, Channel Islands ("Randgold
Resources")


AND:


RESOLUTE
MINING LIMITED (ACN 009 069 014) of 4th Floor, The BGC
Centre, 28 The Esplanade, Perth, Western Australia
("Resolute")


RECITALS:

		
	A. 	Randgold Resources is
the registered holder and beneficial owner of the whole of the issued
capital of Randgold Somisy.


		
	B. 	Randgold
Somisy owns 80% of the issued share capital of Somisy
S.A.


		
	C. 	Under the Heads of Agreement,
Randgold Resources granted Resolute an option to
purchase:


			
	 	(1)	the
Shares, being the whole of the issued capital of Randgold Somisy;
and


			
	 	(2)	the
Debts, being any debts owed by Randgold Somisy and Somisy S.A. to
Randgold Resources or any Related Body Corporate of Randgold Resources
at Completion.


		
	D. 	Resolute exercised
its Option on the Option Date.


		
	E. 	The
Parties wished to enter into this Document to record the terms on which
the Shares and Debt will be purchased by Resolute.


THE PARTIES
HAVE AGREED AS FOLLOWS:

		
	1. 	DEFINITIONS AND
INTERPRETATION


		
	1.1 	The following words
have these meanings in this Document unless the contrary intention
appears:


			
	 	(1)	"Average
Gold Price" means the average price for gold for any
Calendar Quarter determined by dividing the sum of the daily prices
posted on each Business Day during the Calendar Quarter by the number
of Business Days that prices were posted. The posted prices are the
London PM fix US$ spot gold price quoted on the London Metals Exchange
Limited or its successor in title or such other price as may be
determined pursuant to clause
3;


			
	 	(2)	"Business
Day" means a day on which trading banks are open for
general business in
London;


			
	 	(3)	"Calendar
Quarter" means a period of 3 months commencing on 1
January, 1 April, 1  July or 1 October in any
year;


			
	 	(4)	"Completion"
means settlement of the sale and purchase of the Shares and
transfer of the Debts in accordance with clause 3 and
"Complete" has a corresponding
meaning;


			
	 	(5)	"Completion
Date" means the date of this
Document;


			
	 	(6)	"Confidential
Information" means all trade secrets and all
financial, marketing and technical information, ideas, concepts,
knowhow, technology, processes and knowledge which is confidential or
of a sensitive nature, but excludes that which is in the public
domain;


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	 	(7)	"Debt
Price" means the sum of
$9,852,590.51;


			
	 	(8)	"Debts"
means the Randgold Somisy Debt and the Somisy S.A.
Debt;


			
	 	(9)	"Deposit"
means the US$1,300,000 paid by Resolute into Randgold
Resources' solicitors' trust account pending Completion and
settlement of the transfer of the Shares and Debts or to satisfy the
provisions of clause
7;


			
	 	(10)	"Document"
means this document and the contract or agreement created by this
document;


			
	 	(11)	"Dollars",
"$", "US$", and
"$US" mean the lawful currency of the
United States of America unless specifically stated
otherwise;


			
	 	(12)	"Encumbrance"
means any encumbrance, mortgage, pledge, charge, lien, assignment,
hypothecation, security interest, title retention, preferential right
or trust arrangement and any other security or agreement of any kind
given or created and including any possessory lien in the ordinary
course of business whether arising by operation of law or by
contract;


			
	 	(13)	"Heads
of Agreement" means the Heads of Agreement dated 16
April 2003, between Randgold Resources and
Resolute;


			
	 	(14)	"Mali"
means the Republic of
Mali;


			
	 	(15)	"Option"
means the option granted by Randgold Resources to Resolute to
purchase 100% of Randgold Somisy's issued share capital
and all debts owed by Randgold Somisy and Somisy S.A. to Randgold
Resources and its subsidiaries, referred to in clause 3 of the Heads of
Agreement;


			
	 	(16)	"Option
Date" means 5 April 2004, being the date on which
Resolute exercised its
Option;


			
	 	(17)	"Option
Fees" means the fees due from Resolute to Randgold
Resources pursuant to the provisions of the Heads of
Agreement;


			
	 	(18)	"Party"
means a party to this
Document;


			
	 	(19)	"Purchase
Price" means $9,852,591.51, being the sum of the Share
Price and the Debt
Price;


			
	 	(20)	"Quarter
Date" means any date being no later than 30 days after
the end of each Calendar
Quarter


			
	 	(21)	"Randgold
Resources' Account" means such bank account,
details of which have been notified to Resolute prior
to:


			
	 	(a)	in the
case of the Purchase Price, Completion;
and


			
	 	(b)	in the
case of each Royalty, the relevant Quarter
Date;


			
	 	(22)	"Randgold
Somisy" means Randgold Resources (Somisy) Limited
[No 63495] of La Motte Chambers, La Motte Street, St Helier,
Jersey, Channel Islands, registered on 8 October
1999;


			
	 	(23)	"Randgold
Somisy Debt" means the total amount of all principal,
interest and other costs, charges, and expenses in respect of all
indebtedness owing by Randgold Somisy to Randgold Resources or any of
its Subsidiaries (other than Somisy S.A.) at
Completion;


			
	 	(24)	"Records"
means originals and copies, in machine readable or printed form, of
all books, files, reports, records, correspondence, documents and other
material of Randgold Somisy, Somisy S.A. or any of their Subsidiaries
including:


			
	 	(a)	sales
literature, market research reports, brochures and other promotional
material (including printing blocks, negatives, sound tracks and
associated
material);


			
	 	(b)	all
sales and purchasing records;


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	 	(c)	all
trading and financial records;
and


			
	 	(d)	lists
of all regular suppliers and
customers;


			
	 	(25)	"Related
Body Corporate" in relation to a body corporate, means
a body corporate which controls, is controlled by or is in common
control with the first mentioned body
corporate;


			
	 	(26)	"Royalty"
means the royalty payable in accordance with clause
4;


			
	 	(27)	"Share
Price" means
$1.00;


			
	 	(28)	"Shares"
means the whole of the issued capital of Randgold
Somisy;


			
	 	(29)	"Shareholders
Agreement" means the shareholder agreement dated 23
September 1992 between the Republic of Mali, BHP Minerals International
Inc. and the International Finance
Corporation;


			
	 	(30)	"Somisy
S.A." means Societe des Mines de Syama S.A., of 104,
Rue 214, Hippodrome, PB E – 1160, Bamako,
Mali;


			
	 	(31)	"Somisy
S.A. Debt" means the total amount of all principal,
interest and other costs, charges and expenses in respect of all
indebtedness owing by Somisy S.A. to Randgold Resources or any of its
Subsidiaries (other than Randgold Somisy) at Completion including
without limitation, the aggregate amount of $353,549,401.55 referred to
in the Deed of Acknowledgement and Confirmation of Debt dated the same
date as this
Document;


			
	 	(32)	"Subsidiary"
has the following meaning. If a body corporate (Company
A):


			
	 	(a)	controls
the composition of another body corporate's (Company B)'s)
board;
or


			
	 	(b)	is in a
position to cast, or control the casting of, more than one-half of the
maximum number of votes that might be cast at a general meeting of the
other body corporate (Company B);
or


			
	 	(c)	holds
more than one-half of the issued share capital of the other body
corporate (Company B), (excluding any part of that issued share capital
that carries no right to participate beyond a specified amount in a
distribution of either profits or capital),


		
	 	Company B is a subsidiary of Company
A;


			
	 	(33)	"Syama
Gold Mine" means the gold mine located approximately
300 km south of Bamako and within 25 km of the border of Mali with
Ivory Coast, more specifically referred to in the Shareholders
Agreement, which expression shall include any mine or mines located in,
or producing gold from any ore located in, any land or other asset
owned by Somisy S.A. as at the date of this Document;
and


			
	 	(34)	"Warranties"
means the warranties in clause 5.1 of this
Document.


		
	1.2 	In this Document unless
the contrary intention
appears:


			
	 	(1)	a
reference to a clause or schedule is a reference to a clause of or
schedule, to this Document and references to this Document include any
clause or
schedule;


			
	 	(2)	a
reference to this Document or another instrument includes any variation
or replacement of either of
them;


			
	 	(3)	a
reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of
them;


			
	 	(4)	the
singular includes the plural and vice
versa;


			
	 	(5)	where
a word or phrase is given a defined meaning, any other part of speech
or grammatical form of that word or phrase has a corresponding
meaning;


4








			
	 	(6)	the
word person includes a firm, a body corporate, an unincorporated
association or an
authority;


			
	 	(7)	if
a period of time is specified and dates from a given day or the day of
an act or event, it is to be calculated exclusive of that day;
and


			
	 	(8)	a
reference to a day is to be interpreted as the period of time
commencing at midnight and ending 24 hours
later.


		
	1.3 	Headings are inserted for
convenience and do not affect the interpretation of this Document.


		
	2. 	SALE AND PURCHASE OF SHARES AND
DEBT


		
	2.1 	Subject to the terms and
conditions of this agreement, Randgold Resources hereby agrees to sell,
transfer and assign to Resolute, and Resolute agrees to acquire, on the
Completion Date, the Shares and the Debts, free from
Encumbrances.


		
	2.2 	Pursuant to clause
2.1 of this Document at Completion Randgold Resources hereby transfers
and assigns to Resolute the full legal and beneficial title to the
Debts and the full right and entitlement to recover full payment or
repayment of the Debts including each of the debts described in the
Deed of Acknowledgment and Confirmation of Debt referred to in
clause  1.1  (31) of this Document. Randgold Resources
agrees that pursuant to such assignment Resolute shall be entitled to
sue for and pursue recovery of the Debts including each of the debts
described in the Deed of Acknowledgement and Confirmation of Debt
referred to in clause 1.1  (31) of this Document in all respects
as if Resolute had been named as a party in that deed in place of
Randgold Resources.


		
	2.3 	The Parties
acknowledge that Resolute has paid the Deposit into Randgold
Resources' solicitor's trust account to be held in escrow
pending Completion. The Parties agree that the Deposit will form part
of the purchase price for the Shares and the
Debts.


		
	2.4 	In consideration of Randgold
Resources agreeing to sell, transfer and assign the Shares and the
Debts to Resolute, Resolute agrees
to:


			
	 	(1)	pay the
Share Price and the Debt Price in cash to Randgold Resources on or
before the Completion Date;
and


			
	 	(2)	pay the
Royalty in cash to Randgold Resources in accordance with clause 4.


		
	3. 	COMPLETION


		
	3.1 	Completion
of the sale and purchase of the Shares and the Debts will take place on
the Completion Date at the offices of Somisy S.A. or such other time
and place as Randgold Resources and Resolute may
agree.


		
	3.2 	On Completion, Randgold
Resources
must:


			
	 	(1)	deliver,
or if Resolute shall so agree, make available, to Resolute or its
solicitors:


			
	 	(a)	the
transfers in common form relating to all the Shares (the
"Share Transfer Forms"), each duly
executed by Randgold Resources, including in accordance with the
Memorandum and Articles of Association of Randgold
Somisy;


			
	 	(b)	evidence
that the directors of Randgold Somisy
have:


			
	 	(i)	authorised
some person to execute the Share Transfer Forms pursuant to Article 11
of the Memorandum and Articles of Association of Randgold
Somisy;


			
	 	(ii)	approved
the Share Transfer
Forms;


			
	 	(iii)	not
suspended the register of transfer of Shares pursuant to Article 27 of
the Memorandum and Articles of Association of Randgold
Somisy;


5








			
	 	(c)	share
certificates for the Shares duly endorsed for transfer to
Resolute;


			
	 	(d)	share
certificates for all the shares of Somisy S.A. registered in the name
of Randgold
Somisy;


			
	 	(e)	a
duly executed deed of novation to Resolute, of the contract for the
management or operation of the Syama Gold Mine in the form agreed by
the
Parties;


			
	 	(f)	the
resignation of each director of Randgold Somisy and of each director
nominated by Randgold Resources of Somisy
S.A.;


			
	 	(g)	the
minute books and other records of meetings or resolutions of members
and directors of Randgold Somisy and Somisy
S.A.;


			
	 	(h)	all
registers of Randgold Somisy and Somisy S.A. (including the register of
members, register of options, register of directors, register of
charges) in proper order and condition and fully entered up to the
Completion
Date;


			
	 	(i)	to
the extent that any of the following are in the possession, custody or
control of Randgold Resources all available copies of the constitution
of Randgold Somisy and Somisy
S.A.;


			
	 	(j)	a
duly completed authority for the alteration of the signatories of each
bank account of Randgold Somisy and Somisy
S.A.;


			
	 	(k)	a
notice of assignment of each of the Debts duly executed by Randgold
Resources directed to each of the debtors of the Debts in the form and
on the terms previously agreed between the
Parties.


		
	3.3 	On Completion, Randgold
Resources shall procure the passing of board resolutions of Randgold
Somisy:


			
	 	(1)	sanctioning
for registration (subject where necessary to due stamping) the
transfers in respect of the
Shares;


			
	 	(2)	appointing
Peter Ernest Huston to be a director of Randgold
Somisy;


			
	 	(3)	revoking
all mandates to bankers and giving authority in favour of the director
appointed under clause 3.3(2) above or such other persons as Resolute
may nominate to operate the bank accounts
thereof.


		
	3.4 	On Completion, Randgold
Resources shall procure the passing of board resolutions of Somisy
S.A.:


			
	 	(1)	appointing
Peter Ernest Huston to be a director of Somisy
S.A.;


			
	 	(2)	accepting
the resignation of each director nominated by Randgold Resources of
Somisy S.A.;
and


			
	 	(3)	giving
authority to the director appointed under clause 3.4(1) above or such
other persons as Resolute may nominate to operate the bank accounts
thereof.


		
	3.5 	The obligations of the
Parties in respect of Completion are interdependent and all actions at
Completion will be deemed to take place
simultaneously.


		
	3.6 	Following
Completion Resolute undertakes to Randgold Resources to use all
reasonable endeavours to ensure that Randgold Resources and all of its
Related Bodies Corporate are released from the guarantees, or letters
of comfort given or incurred by it which relates in whole or part to
debts or other liabilities or obligations, for a maximum amount as at
30 April 2004 of US$1,677,172.00 to the Banque du Developpement du Mali
and for a maximum amount as at 30 April 2004 of US$1,340,773.00 to
Rolls Royce Power Ventures of Somisy S.A. and prior to such release
Resolute undertakes to Randgold Resources to keep Randgold Resources
and each of its Related Body Corporate indemnified against any failure
to make any such repayment or any interest accruing from 30 April 2004
to the Completion Date and any increase in liability arising under any
such guarantee or, letter of comfort after the Completion Date.


6








		
	4. 	ROYALTY


		
	4.1 	Resolute
undertakes to pay to Randgold Resources the Royalty by electronic
transfer to the Randgold Resources' Account on each Quarter Date
calculated in accordance with this
Document.


		
	4.2 	In the event that during
each Calendar Quarter, the Average Gold Price exceeds US350 per ounce,
the Royalty payable in respect of such Calendar Quarter (the
"Relevant Calendar Quarter") shall be
calculated in accordance with the following formula, and otherwise
capped at US$25
million:





															
	 		Royalty		 	=	 		Quantity
x Royalty Rate x
80%
	  where:		 		 	 	 		 
	 		Quantity		 	=	 		The
number of ounces of gold produced during each Relevant Calendar Quarter
from the Syama Gold Mine (each ounce of gold produced during each
Relevant Calendar Quarter being an
"Ounce".
	 		Royalty
Rate		 	=	 		US$10 per ounce for the first 1 million Ounces
of gold produced and which is attributable to Randgold Somisy's
80% interest in Somisy S.A. ;
and
	 		 		 	 	 		US$5
per ounce for each Ounce of gold produced (and which is attributable to
Randgold Somisy's 80% interest in Somisy S.A.) in excess
of 1 million Ounces up to and including 4 million
Ounces.
	




		
	4.3 	Resolute
shall, upon written request from Randgold Resources, give Randgold
Resources full records of the gold produced by Somisy S.A. from the
Syama Gold Mine. If there is a dispute related to the calculation of
the Royalty payable under clause 4 of this Document, the Parties may
refer the dispute to arbitration under clause
15.


		
	4.4 	The Parties undertake that if
the London PM fix US$ spot gold price quoted on the London Metals
Exchange ceases to be published, the Average Gold Price shall be
calculated by reference to such other index as may be specified by such
independent bank of international standing in the gold market as may be
jointly nominated by Randgold Resources and
Resolute.


		
	4.5 	For the purposes of
clause 4.4 of this Document, if Resolute does not nominate its
suggested independent bank nominee to Randgold Resources within 7 days
of a written request to do so from Randgold Resources, then Randgold
Resources may solely nominate an independent bank as required under
clause 4.4.


		
	5. 	WARRANTIES


		
	5.1 	Randgold
Resources warrants to Resolute
that:


			
	 	(1)	in the
course of the due diligence exercise referred to in the Heads of
Agreement Randgold Resources disclosed to Resolute all facts and
circumstances reasonably likely to be material to Resolute as a party
acquiring an interest in Randgold Somisy or the Syama Gold
Mine;


			
	 	(2)	the
audited financial statements of Randgold Somisy and Somisy S.A. as at
31 December 2001, 2002 and 2003 are in all material respects both
complete and
accurate;


			
	 	(3)	other
than the information which has been disclosed during the course of the
due diligence exercise referred to in the Heads of Agreement, there has
been no material adverse change affecting the Syama Gold Mine prior to
the Resolute's exercise of the
Option;


			
	 	(4)	all
information, including (without limitation) financial, legal and
technical information concerning the Syama Gold Mine, Somisy S.A. and
Randgold Somisy, given to Resolute during the course of the due
diligence exercise referred to in the Heads of Agreement, is in all
material respects to the best of Randgold Resource's knowledge,
both complete and accurate;


7








			
	 	(5)	save
as disclosed in writing to Resolute, Somisy S.A. is not a party to any
agreement, arrangement or understanding which is subject to pre-emptive
rights or change of control provision, which would materially affect
the value of Somisy S.A. and the Syama Gold Mine on the acquisition by
Resolute of an interest in the Syama Gold Mine;
and


			
	 	(6)	Randgold
Resources has disclosed in writing to Resolute, all facts and
circumstances material to this Document and which would be material or
would be reasonably likely to be material to a purchaser in the
position of Resolute.


		
	5.2 	Save in the
case of any liability based upon fraud or fraudulent concealment by
Randgold Resources, Randgold Resources shall not be liable in respect
of a claim under the Warranties unless written notice of such claim
settling out reasonable details of the relevant claim is served upon
Randgold Resources by no later than 5:00pm on the second anniversary of
Completion.


		
	5.3 	Save in the case of
fraud or fraudulent concealment the aggregate liability of Randgold
Resources in respect of all claims under this Document and the Heads of
Agreement shall not in any circumstances exceed
$25,000,000.


		
	5.4 	Resolute will take or
procure the taking of all such reasonable steps as are required by law
in order to mitigate any claim under this Document and the Heads of
Agreement. Nothing in this Document shall or shall be deemed to relieve
Resolute of any common law or other duty to mitigate any loss or damage
incurred by it.


		
	5.5 	Resolute covenants
and agrees that neither it nor any of its Related Body Corporates have
been induced to enter into any Transaction Document in reliance upon,
any warranty, representation, statement, assurance, covenant,
agreement, undertaking, indemnity or commitment whether express or
implied, written or oral, or of any nature whatsoever other
than:


			
	 	(1)	a
Warranty referred to in clause 5.1 of this
Document;


			
	 	(2)	a
written representation, statement, assurance, or agreement contained in
or given pursuant to a Warranty made or given under clause 5.1 of this
Document;
or


			
	 	(3)	an express
written representation, statement, assurance, agreement, indemnity or
commitment contained or given in the Heads of Agreement.


		
	6. 	CONFIDENTIALITY


		
	6.1 	Each
Party is to keep confidential the terms of this Document, and any other
Confidential Information obtained in the course of furthering this
Document, or during the negotiations preceding this Document, and is
not to disclose it to any person
except:


			
	 	(1)	to
employees, legal advisers, auditors and other consultants requiring the
information for the purposes of this
Document;


			
	 	(2)	with
the consent of the other
Party;


			
	 	(3)	if the
information is, at the date of this Document, lawfully in the
possession of the recipient of the information through sources other
than any of the other
Parties;


			
	 	(4)	if
required by law or a stock exchange or other regulatory
body;


			
	 	(5)	if
strictly and necessarily required in connection with legal proceedings
relating to this
Document;


			
	 	(6)	if
the information is generally and publicly available other than as a
result of a breach of confidence;
or


			
	 	(7)	to a
financier or prospective financier (or its advisers) of a
Party.


		
	6.2 	A Party disclosing
Confidential Information must use all reasonable endeavours to ensure
that persons receiving Confidential Information from it do not disclose
the information except in the circumstances permitted in clause
6.1.


8








		
	7. 	DEFAULT BY
RESOLUTE


		
	7.1 	If Resolute fails to
Complete, other than as a result of default by Randgold Resources,
Randgold Resources may give Resolute notice requiring it to complete
within 14 days of service of the notice. If Resolute fails to Complete
within that period, Randgold Resources may at its election proceed for
specific performance or terminate this Document and in either
case:


			
	 	(1)	Randgold
Resources may seek damages for the default;
and


			
	 	(2)	Randgold
Resources is entitled to retain the Deposit and any interest accrued on
the Deposit.


		
	7.2 	Nothing in this clause
affects any other rights Randgold Resources may have against Resolute
at law or in equity.


		
	8. 	DEFAULT BY RANDGOLD
RESOURCES


		
	8.1 	If Randgold Resources
fails to Complete, other than as a result of default by Resolute,
Resolute may give Randgold Resources notice requiring it to Complete
within 14 days of service of the notice. If Randgold Resources fails to
Complete within that period, Resolute may at its election proceed for
specific performance or terminate this Document and in either case
Resolute may seek damages for the
default.


		
	8.2 	Nothing in this clause
affects any other rights Resolute may have against Randgold Resources
at law or in equity.


		
	9. 	COSTS AND STAMP
DUTY


		
	9.1 	Subject to clause 9.2, each
Party must bear its own legal and other costs and expenses of and
incidental to the preparation, execution and completion of this
Document.


		
	9.2 	Resolute must bear all
stamp duty payable or assessed in relation to this Document and the
transfer of the Shares to Resolute.


		
	10. 	NOTICES


		
	10.1 	A
notice, approval, consent or other communication in connection with
this Document: must be in
writing;


			
	 	(1)	must
be in
writing.


			
	 	(2)	must
be left at the address of the addressee or sent by prepaid ordinary
post to the address of the addressee or sent by facsimile to the
facsimile number of the addressee which is specified in this clause or
if the addressee notifies another address or facsimile number then to
that address or facsimile number:


The address and
facsimile number of each party are:

		
	 	Randgold
Resources Limited
Mr Roger Williams
La Motte Chambers
La
Motte Street


		
	 	St Helier
Jersey JE1
1BJ
Channel Islands
Facsimile: 44 1534 735 444


		
	 	Resolute Mining Limited
Mr Peter
Sullivan
4th Floor, The BGC Centre
28 The Esplanade
Perth
Western Australia
Facsimile: 618 9322
7597


9








		
	10.2 	A notice,
approval, consent or other communication takes effect from the time it
is received unless a later time is specified in
it.


		
	10.3 	A letter or facsimile is taken
to be
received:


			
	 	(1)	in
the case of a posted letter, on the third day after
posting;


			
	 	(2)	in
the case of facsimile, on production of a transmission report by the
machine from which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile number of the
recipient.


		
	11. 	ENTIRE
AGREEMENT


		
	11.1 	Each Party on behalf of
itself and as agent for each of its Related Body Corporate acknowledges
and agrees with the other Party (each such Party acting on behalf of
itself and as agent for each of its Related Body Corporate)
that:


			
	 	(1)	this
Document together with any other documents including without limitation
the Heads of Agreement referred to in this agreement (together herein
called the "Transaction Documents")
constitute the entire and only agreement between the Parties and
their respective Related Body Corporate relating to the subject matter
of the Transaction
Documents;


			
	 	(2)	the
only remedies available to it in respect of the Transaction Documents
(and, where appropriate, to its Related Body Corporate) are damages for
breach of contract and, for the avoidance of doubt, neither it (nor its
Related Body Corporate, where appropriate) have any right to rescind or
terminate any Transaction Documents either for breach of contract or
for negligence or innocent misrepresentation or otherwise;


		
	 	PROVIDED THAT the provisions of this clause 11
shall not exclude any liability which either Party or, where
appropriate, its Related Body Corporate would otherwise have to the
other Party or, where appropriate, to the other Party's Related
Body Corporate or any right which any of them may have to rescind this
Document in respect of any statements made fraudulently by any of them
prior to the execution of this Document or any rights which any of them
may have in respect of fraudulent concealment by any of
them.


		
	11.2 	In the event of any
inconsistency between the wording of this Document and the wording of
the Heads of Agreement, the wording of this Document will prevail.


		
	12. 	MISCELLANEOUS


		
	12.1 	A
provision of or a right created under this Document may not
be:


			
	 	(1)	waived,
except in writing signed by the Party granting the waiver;
or


			
	 	(2)	varied
except in writing signed by the
Parties.


		
	12.2 	The Warranties in this
Document do not merge on
Completion.


		
	12.3 	Each Party agrees, at
its own expense, on the request of the other Party, to do everything
reasonably necessary to give effect to this Document and the
transactions contemplated by it (including the execution of documents)
and to use all reasonable endeavours to cause relevant third parties to
do likewise.


		
	12.4 	A Party may not make
press or other announcements or releases relating to this Document and
the transactions the subject of this Document without the approval of
the other party to the form and manner of the announcement or release
unless that announcement or release is required to be made by law or by
a stock exchange.


		
	13. 	ASSIGNMENT


		
	13.1 	Subject
to the provisions of this clause 13, neither Party may assign the
benefit of all or any of the other Party's obligations or any
benefit it enjoys under this Document.


10








		
	13.2 	If
Randgold has received a written offer (the
"Offer") which it intends to accept
and therefore wishes to assign the benefit of the Royalty, Randgold
shall first serve a written notice (the "Royalty
Notice") on Resolute. The Royalty Notice shall:


			
	 	(a)	Notify Resolute of the
terms and the price (the "Royalty Price")
at which the third party has offered to purchase the benefit of the
Royalty; and


			
	 	(b)	Irrevocably offer
Resolute the opportunity to unconditionally purchase the benefit of the
Royalty for the Royalty Price and subject to clause 13.4 on terms which
are the same as the terms of the Offer (the "Royalty
Offer").


		
	13.3 	Within 7
days of receipt of the Royalty Notice by Resolute, Resolute shall be
entitled either to accept or decline the Royalty Offer. In the event
that Resolute does not respond to the Royalty Offer in writing within 7
days of receipt of the Royalty Offer, Resolute shall be deemed to have
declined the Royalty Offer.


		
	13.4 	In the
event that Resolute accepts the Royalty, it shall have a period of 60
days from the date of acceptance or the period specified in the Royalty
Offer whichever is the longer, to pay the Royalty
Price.


		
	13.5 	If Resolute declines or is
deemed to have declined the Royalty Offer, then Randgold may accept the
Offer.


		
	14. 	THIRD PARTY
RIGHTS


		
	14.1 	Any person (other than the
Parties) who is given any rights or benefits under clause 13 and 14 of
this Document (a "Third Party") shall
be entitled to enforce those rights or benefits against the Parties in
accordance with the Contracts (Rights of Third Parties) Act
1999.


		
	14.2 	Save as provided in clause
14.1 above the operation of the Contracts (Rights of Third Parties) Act
1999 is hereby excluded.


		
	14.3 	The
Parties may, amend, vary or terminate this Document in such a way as
may affect any rights or benefits of any Third Party which are directly
enforceable against the Parties under the Contracts (Rights of Third
Parties) Act 1999 without the consent of such Third
Party.


		
	14.4 	Any Third Party entitled
pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce
any rights or benefits conferred on it by this Document may not veto
any amendment, variation or termination of this Document which is
proposed by the Parties and which may affect the rights or benefits of
the Third Party.


		
	15. 	GOVERNING
LAW


		
	15.1 	This Document (and any
dispute, controversy or claim of whatever nature arising out of or in
connection with this Document, including any question regarding its
existence, validity or termination (a
"Dispute") shall be governed by an
construed in accordance with English
law.


		
	15.2 	Any Dispute shall be referred
to and finally resolved by a sole arbitrator under the LCIA (London
Court of International Arbitration) Rules, which Rules are deemed to be
incorporated by reference into this
clause.


		
	15.3 	The seat, or legal place,
of arbitration shall be London, England and the language to be used in
the arbitral proceedings shall be
English.


		
	15.4 	The costs incurred in
connection with any arbitration shall be borne by the unsuccessful
party unless the arbitrator determines otherwise.


11









IN WITNESS whereof this agreement
has been executed on the date specified on page one of this
Document.




											
	SIGNED
BY FOR AND ON BEHALF
OF)		 		) 	
	RANDGOLD
RESOURCES
LIMITED:		 	)
)
)	 	
	/s/
Roger A. Williams		 	 	 		 	/s/ Dennis Mark
Bristow	 
	Signature of authorised
person		 	 	 		 	Signature of authorised
person	 
	Finance
Director		 	 	 		 	Chief Executive
Officer	 
	Office
held		 	 	 		 	Office held	 
	Roger A.
Williams		 	 	 		 	Dennis Mark
Bristow	 
	Name of authorised
person		 	 	 		 	Name of authorised
person	 
	SIGNED BY FOR AND ON
BEHALF OF		 		) 	
	RESOLUTE MINING
LIMITED:		 	)
)
)

	 	
	/s/
Peter Sullivan		 	 	 		 	/s/ Greg
Fitzgerald	 
	Signature of authorised
person		 	 	 		 	Signature of authorised
person	 
	Director		 	 	 		 	Company
Secretary	 
	Office
held		 	 	 		 	Office
held	 
	Peter
Sullivan		 	 	 		 	Greg
Fitzgerald	 
	Name of authorised
person		 	 	 		 	Name of authorised
person	 
	




12